In accordance with applicable regulations (art. 135-undecies, Consolidated Law on Finance), Intesa Sanpaolo has assigned Computershare S.p.A. as its "Appointed Representative", to whom shareholders can submit proxies at no cost by the end of the second open-market day preceding the date scheduled for the Meeting (and therefore by close of business on 25 April 2016). The proxy is valid only for proposals on which instructions to vote have been conferred.The proxy and voting instructions may be withdrawn by 25 April 2016.

Proxies issued to the Appointed Representative must be made by filling and signing the appropriate form: form for issuing the proxy to the Appointed Representative.

If, for technical reasons, the form cannot be made available in electronic format, it will be sent in hard copy upon request to Computershare S.p.A., tel. +39 011 0923200 or to the Ufficio Soci (ufficio.soci@intesasanpaolo.com, tel. +39 011 555 6227, fax +39 011 093 2650).

The proxy must be received by the Appointed Representative by the deadline indicated above, 25 April, through one of the following methods:

or transmission of a computerised copy thereof (PDF) to intesasanpaolo@pecserviziotitoli.it, provided that the proxy issuer, which may also be a legal person, uses his/its certified email address or, if not in possession of such certified email address, signs the PDF using an advanced electronic signature, qualified certificate or digital certificate;

or by fax to +39 011 0923202.

Should you need help or further information, you may contact the Appointed Representative, tel: +39 011 0923200.

Please note that to confirm entitlement to voting rights and for their exercise at the Shareholders' Meeting, the notice to the issuer from the intermediary (acting at the request of the interested party) is always necessary.